UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 10, 2018
Hilton Grand Vacations Inc.
(Exact Name of Registrant as Specified in its Charter)
| | | | |
| Delaware | | 001-37794 | | 81-2545345 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| |
6355 MetroWest Boulevard, Suite 180 Orlando, Florida | | 32835 |
| (Address of principal executive offices) | | (Zip Code) |
(407)613-3100
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 10, 2018, Hilton Grand Vacations Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the matters disclosed in the Company’s definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 28, 2018 (the “Proxy Statement”). The final voting results for the matters submitted to a vote of stockholders are set forth below.
Proposal No. 1 – Election of Directors
At the Annual Meeting, the Company’s stockholders elected the persons listed below as directors for aone-year term expiring in 2019 or until their respective successors are duly elected and qualified.
| | | | | | |
| | | Votes Cast For | | Votes Withheld | | Broker Non-Votes |
Mark D. Wang | | 90,876,797 | | 66,731 | | 2,822,382 |
Leonard A. Potter | | 89,225,726 | | 1,717,802 | | 2,822,382 |
Brenda J. Bacon | | 90,774,142 | | 169,386 | | 2,822,382 |
David W. Johnson | | 90,788,253 | | 155,275 | | 2,822,382 |
Mark H. Lazarus | | 90,896,338 | | 47,190 | | 2,822,382 |
Pamela H. Patsley | | 90,441,211 | | 502,317 | | 2,822,382 |
Paul W. Whetsell | | 90,781,604 | | 161,924 | | 2,822,382 |
Proposal No. 2 – Ratification of Independent Registered Public Accounting Firm
At the Annual Meeting, the Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2018.
| | | | | | |
Votes Cast For | | Votes Cast Against | | Abstentions | | Broker Non-Votes |
92,232,632 | | 1,501,024 | | 32,254 | | 0 |
Proposal No. 3 – Advisory Vote on Executive Compensation
At the Annual Meeting, the Company’s stockholders approved, in anon-binding advisory vote, the compensation paid to the Company’s named executive officers as disclosed in the Proxy Statement.
| | | | | | |
Votes Cast For | | Votes Cast Against | | Abstentions | | Broker Non-Votes |
88,544,259 | | 2,331,675 | | 67,594 | | 2,822,382 |
| Item 7.01. | Regulation FD Disclosure. |
Commencing on May 15, 2018, the Company intends to meet with, and present information about the Company to, a limited audience of analysts and potential investors. In addition to discussing publicly available information about the Company, representatives of the Company expect to use certain written presentation materials at such meetings. A copy of such written presentation materials is being furnished as Exhibit 99.1 to this Current Report on Form8-K, and may also be accessed by logging onto the investor relations page under the “Investors” section of the Company’s website at www.hgv.com.
The information in Item 7.01 of this Current Report, including Exhibit 99.1 hereto, is being furnished pursuant to Item 7.01 of Form8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | |
| | | | HILTON GRAND VACATIONS INC. |
| | |
| Date: May 10, 2018 | | | | |
| | | |
| | | | By: | | /s/ Charles R. Corbin |
| | | | | | Charles R. Corbin |
| | | | | | Executive Vice President, General Counsel and Secretary |
